As you know, we are the beneficial owner of approximately 1.1 million
shares, or 7.0%, of TPC Group. As such, we were pleased to see your
announcement that First Reserve and SK Capital had increased the amount
they were prepared to pay to acquire TPCG to $45 per share, confirming
our view that their $40 per share offer was inadequate.

However, we were distressed by your announcement that you had terminated
discussions with Innospec and Blackstone. Innospec had stated on October
21st that it expected that its due diligence review of TPCG would take
approximately six weeks, so apparently you have cut them off prior to
their completing their work. As a strategic buyer with synergy savings,
it is hard to imagine that Innospec could not pay more than financial
buyers like First Reserve and SK Capital, and the statements in your
press release speculating as to why the acquisition might not be
attractive to Innospec were laughable. By cutting off their diligence
before they had the opportunity to be fully informed regarding TPCG's
value, in order to accept an increased offer below the top of Innospec's
preliminary indicative bid range, it appears to us that you have, yet
again, engaged in a flawed process to advantage management's favored
bidder. Furthermore, we believe that by allowing Innospec to complete
its due diligence, it would assure that all bidders have been given an
equal opportunity at reviewing the due diligence material and thereby
have a level playing field in this process.

The best way to maximize TPCG's value for the benefit of all
shareholders is to engage in an auction with all interested and bona
fide bidders. Your fiduciary duties require that you affirmatively seek
to obtain the highest available price for TPCG, and to do so we urge you
to fully cooperate with Innospec, allowing them to complete due
diligence and seek to have them increase their offer.